UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2020

 

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 333-225239

 

ELVICTOR GROUP, INC.
(Exact name of registrant as specified in its charter)
Nevada		82-3296328
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)
30 Wall Street (8th Floor)
New York, NY		10005
(Address of principal executive offices)		(Zip Code)
(646) 491-6601
(Registrant's telephone number, including area code)

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐  

 

Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☐ Yes ☐ No.

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 21,235,100 as of November 20, 2020.

  

ELVICTOR GROUP, INC.

TABLE OF CONTENTS

 

			Page
	PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements		1
	Unaudited Balance Sheet as of September 30, 2020 and December 31, 2019		F-2
	Unaudited Statements of Operations for the three and nine months ended September 30, 2020, and September 30, 2019		F-3
	Unaudited Statements of Cash Flows for the nine months ended September 30, 2020 and September 30, 2019		F-4
	Unaudited Statements of Changes in Shareholder’s Equity for the three and nine months ended September 30, 2020 and September 30, 2019		F-5
	Notes to the Unaudited Financial Statements		F-6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		2
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		5
Item 4.	Controls and Procedures		5
	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings		6
Item 1A.	Risk Factors		6
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		6
Item 3.	Defaults Upon Senior Securities		7
Item 4.	Mine Safety Disclosures		7
Item 5.	Other Information		7
Item 6.	Exhibits		7
Signatures			8

 

 

ITEM 1. Financial Statements

 

of

ELVICTOR GROUP, INC.

(formerly Thenablers, Inc)

For the Nine Months Ended September 30, 2020

 

ELVICTOR GROUP, INC

TABLE OF CONTENTS – FINANCIAL STATEMENTS

 

Financial Statements

 

Unaudited Consolidated Balance Sheet as of September 30, 2020 and December 31, 2019		F-2
Unaudited Consolidated Statements of Operations for the three and nine months ended September 30, 2020, and September 30, 2019		F-3
Unaudited Consolidated Statements of Cash Flows for the nine months ended September 30, 2020 and September 30, 2019		F-4
Unaudited Consolidated Statements of Changes in Shareholder’s Equity for the three and nine months ended September 30, 2020, and September 30, 2019		F-5
Notes to the Unaudited Financial Statements		F-6 to F-17

 

ELVICTOR GROUP, INC

Unaudited Consolidated Balance Sheet

ASSETS		September 30,    2020				December, 31,    2019
Current Assets
Cash		$	249,459				24,359
Accounts Receivable			22,079				—
Total Current Assets			271,538				24,359
Long-term Assets
ROU Asset – Related Party			85,913				—
Total Long-term Assets			85,913				—
Total Assets		$	357,451				24,359
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts Payable		$	33,772				5,500
Other Payables			249,067				—
Lease Liability – Related Party			68,831
Accrued Payroll			28,935				1,935
Due to related party			20,538				163
Total Current Liabilities			401,142				7,598
Long-term Liabilities
Lease Liability – Related Party, net of current			17,082				—
Total Long-term Liabilities			17,082				—
Stockholders’ Equity
Common stock, par value $0.0001; 200,000,000 common shares authorized; 21,235,100 and 20,781,700 common shares issued and outstanding at September 30, 2020 and December 31, 2019 respectively		$	2,124				2,078
Preferred stock, par value $0.001; 100,000,000 preferred shares authorized; 80,000,000 preferred shares issued and outstanding at September 30, 2020 and December 31, 2019 respectively		$	8,000				8,000
Additional paid in capital		$	437,635				210,980
Accumulated deficit			(508,532	)			(204,297	)
Subscription receivable			—				—
Total Stockholders’ Equity			(60,773	)			16,761
Total Liabilities and Stockholders’ Equity		$	357,451				24,359

 

The accompanying notes are an integral part of these financial statements.

 

ELVICTOR GROUP, INC

Unaudited Consolidated Statement of Operations

		For the Three Months Ended								For the Three Months Ended
		Sept 30, 2020				Sept 30, 2019				Sept 30, 2020				Sept 30, 2019
Revenue, net		$	15,119				—			$	15,119			$	—
Revenue - Related party			—				—				—				473
Total Revenue			15,119				—				15,119				473
Operating expenses
Professional fees			30,022				17,000				200,328				33,000
Professional fees - Related Party			21,000				—				32,460				—
Salaries - Officers			9,000				—				27,000				—
Rent -Related Party			16,005				—				16,005				—
Other general and administrative costs			7,306				1,834				43,561				29,024
Total operating expenses			83,333				18,834				319,354				62,024
Loss from operations			(68,214	)			(18,834	)			(304,235	)			(61,551	)
Net loss		$	(68,214	)			(18,834	)		$	(304,235	)		$	(61,551	)
Net Loss Per Common Stock
- basic and fully diluted		$	(0.00	)			(0.00	)		$	(0.00	)		$	(0.00	)
Weighted-average number of
shares of common stock outstanding
- basic and fully diluted			21,468,453				20,679,743				21,140,206				20,639,825

  

The accompanying notes are an integral part of these financial statements.

 

ELVICTOR GROUP, INC

Unaudited Consolidated Statement of Cash Flows 

		For the Nine Months Ended
		Sept 30, 2020				Sept 30, 2019
Cash Flows from Operating Activities
Net loss for the period		$	-304,235				-61,551
Changes in assets and liabilities
Accounts Receivable			-22,079				3,000
Short-term Loan			—				10,000
ROU Asset – Related Party			-85,913				—
Accounts Payable			28,272				6,575
Other Payables			249,067				—
Lease Liability – Related Party			85,913				—
Accrued Payroll			27,000				—
Shares issued for services			12,500				1,250
Net cash used in operating activities			-9,475				-40,726
Cash Flows from Investing Activities			—				—
Cash Flows from Financing Activities
Cash (Used) or provided by:
Due to related party			20,375				-3,240
Sale of common stock			214,200				30,000
Subscription Receivable			—				3,702
Net cash provided by financing activities		$	234,575				30,462
Increase (Decrease) in Cash			225,100				-10,264
Increase in Cash		$
Cash at beginning of period			24,359				24,494
Cash at end of period		$	249,459				14,230
Non-Cash Investing and Financing
Transactions
Forgiveness of debt by Directors		$	—				21,468

The accompanying notes are an integral part of these financial statements.

 

ELVICTOR GROUP, INC

Unaudited Consolidated Statement of Changes in Shareholder’s Equity

		Nine Month Period Ended September 30, 2020
		Common Stock								Preferred Stock								Additional Paid-in				Accumulated				Subscription				Total Shareholders’
		Shares				Amount				Shares				Amount				Capital				Deficit				Receivable				Deficit
Balance, January 1, 2020			20,781,700				2,078				80,000,000				8,000				210,980				(204,297	)			—				16,761
Shares issued for cash			414,400				41												207,159												207,200
Subscription Receivable																											(10,000	)			(10,000	)
Net Loss for the Three Months Ended March 31, 2020																							(110,151	)							(110,151	)
Balance, March 31, 2020			21,196,100				2,120				80,000,000				8,000				418,139				(314,448	)			(10,000	)			103,811
Shares issued for cash			14,000				1												6,999												7,000
Shares issued for services			25,000				3												12,497												12,500
Subscription Receivable																											10,000				10,000
Net Loss for the Three Months Ended June 30, 2020																							(125,870	)							(125,870	)
Balance, June 30, 2020			21,235,100				2,124				80,000,000				8,000				437,635				(440,318	)			—				7,441
Shares issued for cash			—				—												—												—
Shares issued for services			—				—												—												—
Subscription Receivable																											—				—
Net Loss for the Three Months Ended Sept 30, 2020																							(68,214	)							(68,214	)
Balance, Sept 30, 2020			21,235,100				2,124				80,000,000				8,000				437,635				(508,532	)			—				(60,773	)
			Nine Month Period Ended September 30, 2019
Balance, January 1, 2019			20,556,700				2,056				—				—				111,284				(99,554	)			(6,000	)			7,786
Subscription Receivable																											6,000				6,000
Net Loss for the Three Months Ended March 31, 2019																							(21,125	)							(21,125	)
Balance, March 31, 2019			20,556,700				2,056				—				—				111,284				(120,679	)			—				(7,339	)
Shares issued for cash			100,000				10												24,990												25,000
Shares issued for services			5,000				0												1,250												1,250
Subscription Receivable																											(1,859	)			(1,859	)
Net Loss for the Three Months Ended June 30, 2019																							(21,592	)							(21,592	)
Balance, June 30, 2019			20,661,700				2,066				—				—				137,524				(142,271	)			(1,859	)			(4,540	)
Shares issued for cash			20,000				2												4,998												5,000
Shares issued for services																															—
Subscription Receivable																											(439	)			(439	)
Forgiveness of Debt by Directors																			21,468												21,468
Net Loss for the Three Months Ended Sept 30, 2019																							(18,834	)							(18,834	)
Balance, Sept 30, 2019			20,681,700				2,068				—				—				163,990				(161,105	)			(2,298	)			2,655

 

The accompanying notes are an integral part of these financial statements.

 

ELVICTOR GROUP, INC

(formerly Thenablers, Inc)

Notes to the Financial Statements 

NOTE 1 – DESCRIPTION OF BUSINESS

 

Elvictor Group, Inc. formerly known as Thenablers, Inc. (“Elvictor Group, Inc.” or the “Company”) was incorporated in the State of Nevada on November 3, 2017. With the change to the Elvictor name came the addition of the brand and new team in crew management in the shipping industry. "Elvictor (est.1977) has been active across various value-adding activities of the shipping sector, such as ship management, technical management, crewing & crew management. This decades-long spanning experience has been distilled into the listed company Elvictor Group, Inc. a Nevada corporation, the first crew management company historically to be listed on a stock market. Its professional core of activities includes crew management, training and the creation of in-house software related to crew and ship matters, for the amelioration of all its operations, facilitating both its employees and those that depend on them. With the gradual transfer of existing business from the private entity to the public, Elvictor aims to broaden its scope of activities, expanding on to new areas, while refining the existing ones. Placing prime importance on the subject of digitalization, Elvictor's plans run parallel with the extensive use of Artificial Intelligence, through the application of Machine and Deep Learning, in concert with the integration of a wide array of cloud systems. The strategic growth of the Group on a horizontal and vertical manner throughout the shipping industry will be reinforced with technologically adept tools, containing know-how and experience. As Elvictor is set on a technologically oriented path, the Group is ideologically flexible and would be open to other avenues of international business for the successful and profitable diversification of its portfolio."

  

On December 13, 2019, pursuant to the approval of a majority of the voting interests for Thenablers, Inc. (hereinafter the “Company”), the Company filed a Certificate of Amendment with the Secretary of State for Nevada to change its name from “Thenablers, Inc.” to “Elvictor Group, Inc.”, to better reflect new business interests and to further take steps to make application of a corporate action with FINRA to have the name change approved and to change the symbol of the Company to “ELVG” or such symbol that is available and approved by the officers of the Company.

 

Pursuant to the approval of that application to FINRA, and on February 27, 2020, the name of the Company was changed to Elvictor Group, Inc. on OTC Markets, and the symbol for trading was changed to “ELVG”.

 

As of July 10, 2020, the company founded a subsidiary in Vari, Greece to assist the management in facilitating the operations of the company. 

 

ELVICTOR GROUP, INC

(formerly Thenablers, Inc)

Notes to the Financial Statements

NOTE 2 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. In the opinion of management, the financial statements and notes have been prepared on the same basis as the audited financial statements for the year ended December 31, 2019 and include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the Company’s financial position at September 30, 2020 and statements of operations and cash flows for the nine months ended September 30, 2020 and 2019. The accompanying financial statements reflect the application of certain significant accounting policies as described below and elsewhere in these notes to the financial statements. As of September 30, 2020, the Company’s significant accounting policies and estimates, which are detailed in the Company’s audited financial statements for the year ended December 31, 2019, have not changed.

 

Principles of Consolidation

 

The consolidated financial statements incorporate the assets and liabilities of all entities controlled by Elvictor Group, Inc as of September 30, 2020 and the results of the controlled subsidiary for the year then ended. Elvictor Group, Inc and its subsidiary together are referred to in this financial report as the consolidated entity. The effects of all transactions between entities in the consolidated entity are eliminated in full. The financial statements of subsidiaries are prepared for the same reporting period as the parent entity, using consistent accounting policies.

 

Accounting Basis

 

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP”).  The Company has adopted a December 31 fiscal year end.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Reclassification

 

Certain prior period amounts have been reclassified to conform with the current period presentation.

 

Cash and Cash Equivalents

 

Company considers all cash on hand and in banks, certificates of deposit and other highly liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents.

 

Accounts Receivable

 

For the quarter ended September 30, 2020 the company has begun operations of crew manning and training and has accounts receivable due from its customers in the shipping industry. Contracts receivable from crew manning in the shipping industry are based on contracted prices. The Company provides an allowance for doubtful collections, which is based upon a review of outstanding receivables, historical collection information, and existing economic conditions. Normal contracts receivable are due 30 days after the issuance of the invoice, normally at the month’s end. Receivables past due more than 120 days are considered delinquent and they are written off based on individual credit evaluation and specific circumstances of the customer.

 

The company has not entered into related party transactions with companies owned or subject to significant influence by management, directors and principle shareholders

 

ELVICTOR GROUP, INC

(formerly Thenablers, Inc)

Notes to the Financial Statements

 

Fair Value of Financial Instruments

 

The Company’s financial instruments consist of cash and cash equivalents. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

 

Income Taxes

 

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

  

Revenue Recognition

 

The Company recognizes revenue in accordance with FASB ASC 606 upon the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Revenue recognized from contracts with customers is disclosed separately from other sources of revenue.

 

Most of the Company’s revenues are recognized primarily under long-term contracts, including those for which revenues are based on either a fixed price, or cost-plus-fee basis, and primarily as performance obligations are satisfied. Revenue from crew manning services where Elvictor acts as an agent is recognized as net revenue in the accounting period in which the services are rendered. For all fixed-price contracts, revenue is recognized based on the actual service provided to the end of the reporting period.

 

Stock-Based Compensation

 

The measurement and recognition of stock - based compensation expense is based on estimated fair values for all share-based awards made to employees and directors, including stock options and for non-employee equity transactions as per ASC 718 rules.

 

For transactions in which we obtain certain services of employees, directors, and consultants in exchange for an award of equity instruments, we measure the cost of the services based on the grant date fair value of the award. We recognize the cost over the vesting period.

 

Basic Income (Loss) Per Share

 

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of September 30, 2020

 

Recent Accounting Pronouncements

 

The Company has adopted the recently issued accounting pronouncements for FASB’s new standard on accounting for leases that came into effect as of January 1, 2019 for US public companies that enter into lease arrangements or sign contracts containing leases to support their business.

 

This standard has affected the financials in their presentation as the company recognizes right-of-use (“ROU”) assets and related lease liabilities on the balance sheet for all arrangements with terms longer than 12 months.

 

 Foreign Currency Translation

 

The Company considers the U.S. dollar to be its functional currency as it is the currency of the primary economic environment in which the Company operates. Accordingly, monetary assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect at the balance sheet date and non-monetary assets and liabilities are translated at the exchange rates in effect at the time of acquisition or issue. Revenues and expenses are translated at rates approximating the exchange rates in effect at the time of the transactions. All exchange gains and losses are included in operations.

 

ELVICTOR GROUP, INC

(formerly Thenablers, Inc)

Notes to the Financial Statements

Subsequent Events

 

The Company has analyzed the transactions from September 30, 2020 to the date these financial statements were issued for subsequent event disclosure purposes. 

 

NOTE 3 – GOING CONCERN

 

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplates the continuation of the Company as a going concern. The Company had $15,119 in revenue for the nine months ended September 30, 2020 and revenues of $473 for the nine months ended September 30, 2019. The Company has begun is crew manning operations and currently has sufficient working capital but is continuing its efforts to establish a stabilized source of revenues to cover operating costs over an extended period of time.

 

Management anticipates that the Company will continue to seek additional investment capital to fund operating expenses. The Company intends to position itself so that it may be able to raise additional funds through the capital markets. Even with the management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern. 

 

NOTE 4 – DUE TO RELATED PARTY

 

During the period from November 3, 2017 to December 31, 2019, Mr. Panagiotis Lazaretos, the then Company’s Director and Chief International Development Officer, Mr. Panagiotis Tolis, the Company’s Director and Chief Investment Relations Officer , Mr. Theofylaktos P. Oikonomou, the Company’s CFO and Mr. Eleftherios Kontos, have periodically advanced the Company funds as unsecured obligations. The funds were used to pay travel and operating expenses of the Company. The obligations bear no interest, have no fixed term and are not evidenced by any written agreement. The amounts due to related parties were forgiven by the respective related parties as of September 30, 2019.

 

During the quarter ended September 30, 2020, Mr. Stavros Galanakis, the company’s president, Mr. Konstantinos Galanakis, the company’s Director and Chief Executive Officer, Mr. Panagiotis Tolis, the Company’s Director and Chief Investment Relations Officer and Mr. Theofylaktos P. Oikonomou, the Company’s CFO had advanced the Company funds as unsecured obligations. The funds were used to pay travel and operating expenses on behalf of the Company. The obligations bear no interest, have no fixed term and are not evidenced by any written agreement.

 

Additionally, the company formed a subsidiary in Vari, Greece and the Mrs. Aikaterini Galanakis, wife of Stavros Galanakis, is the owner of the building where the company leases its office and due to her is the rent as of September 30, 2020. Mr. Alexander Galanakis, the son of Stavros Galanakis, has advanced the subsidiary company funds for operations.

As of September 30, 2020, the balance in due to related party is $20,538.

 

 

ELVICTOR GROUP, INC

(formerly Thenablers, Inc)

Notes to the Financial Statements

NOTE 5 – ACCOUNTS RECEIVABLE

 

Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business.

 

For the year ended December 31, 2019 the company had accounts receivable of $3,000 due from related party, Thenablers Ltd Cyprus, derived from the commission agreement signed on May 7, 2018 for sales and marketing assistance. The full amount has been paid and as of December 31, 2019.

 

As of September 30, 2020, the company has accounts receivable of $22,079.

 

NOTE 6 – RELATED PARTY TRANSACTIONS

 

On December 11, 2019, the Board of Directors voted to pay compensation to the then Chief Financial Officer, Mr. Thodoris Chouliaras, in the form of professional fees, the amount of $2,000 per month, retroactively from November 1, 2019 and paid bi-weekly. Mr. Chouliaras resigned on January 18, 2020. The total amount of $6,010 has been paid to him as of March 31, 2020.

 

On January 21, 2020, Mr. Theofylaktos P. Oikonomou was elected as Chief Financial Officer and it was agreed to continue the compensation for the CFO in the amount of $2,000 per month beginning on February 1, 2020. The total amount of $16,000 has been accrued or paid to him as of September 30, 2020.

 

As of the same board meeting of December 11, 2019 it was decided that the company would pay the Chief Operation Officer, Mr. Christodoulos Tzoutzakis and the Chief Investor Relations Officer, Mr. Panagiotis Tolis, compensation of $2000 per month for each starting on July 1, 2020. A total amount of $12,000 has been accrued in total for both.

 

NOTE 7 – LEASES

 

As of September 30, 2020, the company has entered into one rental lease agreement for its subsidiary in Vari, Greece. The term of the lease is from July 10, 2020 to December 31, 2020 with a fixed monthly rental payment.

 

Lease Operating Expense is as follows:

For the nine months ended September 30, 2020 $13,548

 

Because we generally do not have access to the rate implicit in the lease, we utilize our incremental borrowing rate as the discount rate. As of September 30, 2020, the discount rate was 2.95%.

 

The Operating Lease Liabilities are as follows:  

 

Three Months Ended	For the Year Ended	Total Undiscounted	Less:	Total Operating
31-Dec-20	31-Dec-21	Payments	Interest	Lease Liabilities
$20,812	$77,973	$98,785	$12,872	$85,913

  

The ROU Asset is as follows:   

 

Three Months Ended	For the Year Ended	Total Undiscounted	Less: Interest	Total Operating
31-Dec-20	31-Dec-21	Payments		Lease Liabilities
$20,812	$77,973	$98,785	$12,872	$85,913

  

NOTE 8 - OTHER PAYABLES

 

As part of one of the services in the manning of a crew provided by the company to the shipping companies is that the company makes the bank transfers of the wages to the crew, on the customer[‘s behalf. The shipping companies transfer the funds to the company’s bank account and then the company makes each payment to indicated crew. In its capacity, the company will show the balance of the funds received and not yet transferred to the crew as Other Payables on the Balance Sheet. The amount of Other Payables for crew wages is $225,705 as of September 30, 2020.

 

ELVICTOR GROUP, INC

(formerly Thenablers, Inc)

Notes to the Financial Statements

NOTE 9 – COMMON STOCK

 

Issuance of Common Stock

 

The Company has 200,000,000, $0.0001 par value shares of common stock authorized. At September 30, 2020 and December 31, 2019 there were 21,235,100 and 20,781,700 common shares issued and outstanding respectively.

 

The Company issued 20,000,000 to its founders valued at $2000 ($0.0001 per share).

 

On January 15, 2018, the Company issued 10,000 shares of common stock to Prodromos Nikolaidis for cash proceeds of $2,000.00 at $0.20 per share.

 

On January 15, 2018, the Company issued 10,000 shares of common stock to Stavros Nikolaidis for cash proceeds of $2,000.00 at $0.20 per share.

 

On January 17, 2018, the Company issued 25,000 shares of common stock to Anargyros Vasilakos for cash proceeds of $5,000.00 at $0.20 per share.

 

On January 18, 2018, the Company issued 10,000 shares of common stock to Alexandros Koukas for cash proceeds of $2,000.00 at $0.20 per share.

 

On January 29, 2018, the Company issued 15,000 shares of common stock to Georgios Kapaniris for cash proceeds of $3,000.00 at $0.20 per share.

 

On February 9, 2018, the Company issued 10,000 shares of common stock to Marina Brisimi for cash proceeds of $2,000.00 at $0.20 per share.

 

On February 9, 2018, the Company issued 10,000 shares of common stock to Evangelos Brisimis for cash proceeds of $2,000.00 at $0.20 per share.

 

On February 9, 2018, the Company issued 15,000 shares of common stock to Dessislav Krumov Djarkov for cash proceeds of $3,000.00 at $0.20 per share.

 

On February 12, 2018, the Company issued 50,000 shares of common stock to Athanasios Tolis for cash proceeds of $10,000.00 at $0.20 per share.

 

On February 14, 2018, the Company issued 10,000 shares of common stock to George Mengos for cash proceeds of $2,000.00 at $0.20 per share.

 

On February 19, 2018, the Company issued 15,000 shares of common stock to Nektarios Tzortzoglou for cash proceeds of $3,000.00 at $0.20 per share.

 

On February 19, 2018, the Company issued 10,000 shares of common stock to Vilelmini Fatourou for cash proceeds of $2,000.00 at $0.20 per share.

 

On February 22, 2018, the Company issued 10,000 shares of common stock to Dogan Omer Ozyigit for cash proceeds of $2,000.00 at $0.20 per share.

 

On February 28, 2018, the Company issued 10,000 shares of common stock to Robert Brown for cash proceeds of $2,000.00 at $0.20 per share.

 

On March 1, 2018, the Company issued 16,000 shares of common stock to Dragon Ventures Management, Inc. for services rendered of $3,200.00 at fair market value of $0.20 per share.

 

ELVICTOR GROUP, INC

(formerly Thenablers, Inc)

Notes to the Financial Statements

 

On March 1, 2018, the Company issued 16,000 shares of common stock to GMPraxis Inc. for services rendered of $3,200.00 at fair market value of $0.20 per share.

 

On March 1, 2018, the Company issued 16,000 shares of common stock to Field Insights CEE, SRL Inc. for services rendered of $3,200.00 at fair market value of $0.20 per share.

 

On March 5, 2018, the Company issued 10,000 shares of common stock to First Call Holding Cyprus for cash proceeds of $2,000.00 at $0.20 per share.

 

On March 5, 2018, the Company issued 11,700 shares of common stock to Efthymia Lioulia for cash proceeds of $2,340.00 at $0.20 per share.

 

On March 8, 2018, the Company issued 10,000 shares of common stock to Donald Ruan for cash proceeds of $2,000.00 at $0.20 per share.

 

On March 9, 2018, the Company issued 10,000 shares of common stock to Peter Brown for cash proceeds of $2,000.00 at $0.20 per share.

 

On March 12, 2018, the Company issued 10,000 shares of common stock to Predica Constanta for cash proceeds of $2,000.00 at $0.20 per share.

 

On March 23, 2018, the Company issued 10,000 shares of common stock to Patricia Franco for cash proceeds of $2,000.00 at $0.20 per share.

 

On March 23, 2018, the Company issued 25,000 shares of common stock to Filippo Giacomo for cash proceeds of $5,000.00 at $0.20 per share.

 

On March 26, 2018, the Company issued 10,000 shares of common stock to Renee Deschaine for cash proceeds of $2,000.00 at $0.20 per share.

 

On March 28, 2018, the Company issued 12,500 shares of common stock to Konstantinos Piperas for cash proceeds of $2,500.00 at $0.20 per share.

 

On March 28, 2018, the Company issued 16,000 shares of common stock to CEO Medya Pazarlama Ve Ajans Hizmetleri, Ltd. for services rendered of $3,200.00 at fair market value of $0.20 per share.

 

On March 30, 2018, the Company issued 10,000 shares of common stock to William Bartels for cash proceeds of $2,000.00 at $0.20 per share.

 

On April 2, 2018, the Company issued 25,000 shares of common stock to Mehmet Metin Yilmaz for cash proceeds of $5,000.00 at $0.20 per share.

 

On April 3, 2018, the Company issued 10,000 shares of common stock to George Sakoulas for cash proceeds of $2,000.00 at $0.20 per share.

 

On April 4, 2018, the Company issued 32,000 shares of common stock to Spar PTY Ltd for cash proceeds of $6,400.00 at $0.20 per share.

 

On April 4, 2018, the Company issued 24,000 shares of common stock to Floor Graphics BG Ltd for cash proceeds of $4,800.00 at $0.20 per share.

 

On April 10 30, 2018, the Company issued 25,000 shares of common stock to Michael Stefanidis for cash proceeds of $5,000.00 at $0.20 per share.

 

On April 11, 2018, the Company issued 12,500 shares of common stock to Ilias Bouzalas for cash proceeds of $2,500.00 at $0.20 per share.

 

ELVICTOR GROUP, INC

(formerly Thenablers, Inc)

Notes to the Financial Statements 

On April 23, 2018, the Company issued 10,000 shares of common stock to Kimberly Villani for cash proceeds of $2,000.00 at $0.20 per share.

 

On April 23, 2018, the Company issued 25,000 shares of common stock to James Daniel Williams for cash proceeds of $5,000.00 at $0.20 per share.

 

On May 1, 2019, the Company issued 5,000 shares of common stock to Theodore Giamias for services rendered of $1,250.00 at fair market value of $0.25 per share.

 

On May 20, 2019, the Company issued 40,000 shares of common stock to Panagiotis Avramidis for cash proceeds of $10,000.00 at $0.25 per share.

 

On May 20, 2019, the Company issued 20,000 shares of common stock to Savvas Dimopoulos for cash proceeds of $5,000.00 at $0.25 per share.

 

On May 22, 2019, the Company issued 20,000 shares of common stock to Anargyris Vasilakos for cash proceeds of $5,000.00 at $0.25 per share.

 

On May 29, 2019, the Company issued 20,000 shares of common stock to Dimitrios Agapitos for cash proceeds of $5,000.00 at $0.25 per share.

 

On July 10, 2019, the Company issued 20,000 shares of common stock to Nikolaos Zavras for cash proceeds of $5,000.00 at $0.25 per share

 

On October 7, 2019, the Company issued 100,000 shares of common stock to Eilers Law Group, P.A. for services rendered of $25,000.00 at fair market value of $0.25 per share

 

On January 9, 2020, the Company issued 60,000 shares of common stock to Georgios Tzevachiridis for cash proceeds of $30,000 at fair market value of $0.50 per share

 

On January 13, 2020, the Company issued 16,000 shares of common stock to Georgios Kaloritis for cash proceeds of $8,000 at fair market value of $0.50 per share

 

On January 14, 2020, the Company issued 4,000 shares of common stock to Georgios Maschonas for cash proceeds of $2,000 at fair market value of $0.50 per share

 

On January 16, 2020, the Company issued 4,200 shares of common stock to Grigorios Koutsoliakos for cash proceeds of $2,100 at fair market value of $0.50 per share

 

On January 16, 2020, the Company issued 5,000 shares of common stock to Georgios Galanakis for cash proceeds of $2,500 at fair market value of $0.50 per share

 

On January 16, 2020, the Company issued 5,000 shares of common stock to Alexandros Galanakis for cash proceeds of $2,500 at fair market value of $0.50 per share

 

On January 17, 2020, the Company issued 4,000 shares of common stock to Dimitrios Kalosakas for cash proceeds of $2,000 at fair market value of $0.50 per share

 

On January 17, 2020, the Company issued 6,000 shares of common stock to Alexandros Ntoutsoulis for cash proceeds of $3,000 at fair market value of $0.50 per share

 

On January 20, 2020, the Company issued 20,000 shares of common stock to Chkhaidze Soslan for cash proceeds of $10,000 at fair market value of $0.50 per share

 

On January 20, 2020, the Company issued 10,000 shares of common stock to Aikaterini Pagoni for cash proceeds of $5,000 at fair market value of $0.50 per share

 

ELVICTOR GROUP, INC

(formerly Thenablers, Inc)

Notes to the Financial Statements 

On January 21, 2020, the Company issued 10,000 shares of common stock to Christos Soultatis for cash proceeds of $5,000 at fair market value of $0.50 per share

 

On January 21, 2020, the Company issued 10,000 shares of common stock to Vasileios Iliopoulos for cash proceeds of $5,000 at fair market value of $0.50 per share

 

On January 22, 2020, the Company issued 50,000 shares of common stock to Maria Petraki for cash proceeds of $25,000 at fair market value of $0.50 per share

 

On January 27, 2020, the Company issued 50,000 shares of common stock to Loukas Moschos for cash proceeds of $25,000 at fair market value of $0.50 per share

 

On January 27, 2020, the Company issued 4,000 shares of common stock to Foteini Chalamandari for cash proceeds of $2,000 at fair market value of $0.50 per share

 

On January 31, 2020, the Company issued 4,200 shares of common stock to Areti Magaliou for cash proceeds of $2,100 at fair market value of $0.50 per share

 

On February 3, 2020, the Company issued 50,000 shares of common stock to Georgios Siderakis for cash proceeds of $25,000 at fair market value of $ per share

 

On February 4, 2020, the Company issued 10,000 shares of common stock to Athanasios Malliaros for cash proceeds of $5,000 at fair market value of $0.50 per share

 

On February 5, 2020, the Company issued 10,000 shares of common stock to Branko Krznaric for cash proceeds of $5,000 at fair market value of $0.50 per share

 

On February 5, 2020, the Company issued 10,000 shares of common stock to Pantelis Dimitroglou for cash proceeds of $5,000 at fair market value of $0.50 per share

 

On February 10, 2020, the Company issued 10,000 shares of common stock to Konstantinos Papagalos for cash proceeds of $5,000 at fair market value of $0.50 per share

 

On February 24, 2020, the Company issued 20,000 shares of common stock to Antonios Bitounis for cash proceeds of $10,000 at fair market value of $0.50 per share

 

On March 17, 2020, the Company issued 6,000 shares of common stock to Nicoletta Ashiotou for cash proceeds of $3,000 at fair market value of $0.50 per share

 

On March 20, 2020, the Company issued 10,000 shares of common stock to Christakis Komodromos for cash proceeds of $5,000 at fair market value of $0.50 per share

 

On March 20, 2020, the Company issued 6,000 shares of common stock to Pavlina Kattiki Assiotou for cash proceeds of $3,000 at fair market value of $0.50 per share

 

On March 23, 2020, the Company issued 20,000 shares of common stock to Kleon Manakidis for cash proceeds of $10,000 at fair market value of $0.50 per share

 

On April 1, 2020, the Company issued 14,000 shares of common stock to Anargyros Vasilakos for cash proceeds of $7,000 at fair market value of $0.50 per share

 

On April 28, 2020, the Company issued 25,000 shares of common stock to Eilers Law Group, P.A. for services rendered of $12,500 at fair market value of $0.50 per share

 

ELVICTOR GROUP, INC

(formerly Thenablers, Inc)

Notes to the Financial Statements 

Issuance of Preferred Stock

 

On October 7, 2019, Elvictor Group, Inc. entered into four separate “Series A Convertible Preferred Stock Purchase Agreements” for exactly 80,000,000 shares of a newly designated Series A Preferred Stock, in exchange for an aggregate purchase price of $30,000.00 pursuant to Regulation S of the Securities Act of 1933, as amended. Per the terms of the Agreements, these shares may not be converted for one year after they are issued and shall automatically convert exactly 18 months after the issuance of each share into a number of shares of Common Stock to be determined based on the Company’s performance. The holders of Series A Preferred Stock shall be entitled to vote with the shares of the Company’s Common Stock on any vote in which holders of the Common Stock are entitled to vote and shall have voting rights equal to exactly one vote per share of Series A Preferred Stock. The stocks were issued to:

 

On October 7, 2019, the Company issued 24,000,000 shares of preferred stock to Aikaterini Galanaki for cash proceeds of $6,600.00 at 0.000375 per share

 

On October 7, 2019, the Company issued 28,000,000 shares of preferred stock to Konstantinos Galanakis for cash proceeds of $7,700.00 at 0.000375 per share

 

On October 7, 2019, the Company issued 27,800,000 shares of preferred stock to Stavros Galanakis for cash proceeds of $7,645.00 at 0.000375 per share

 

On October 7, 2019, the Company issued 200,000 shares of preferred stock to Theodoros Chouliaras for cash proceeds of $55.00 at 0.000375 per share

 

At September 30, 2020 and December 31, 2019 there 80,000,000 Preferred shares issued and outstanding.

  

NOTE 10 – CHANGES IN EQUITY

 

For the year beginning January 1, 2020 the company had a shareholders’ deficit balance of $16,761. With the sale of 428,400 shares of common stock for a value of $214,200, with the issue of 25,000 shares of common stock for services for a value of $12,500, the receipt of $10,000 in subscription receivables, and the net loss of $304,235 for the nine months ended September 30, 2020 the ending balance in equity is a deficit of $60,773 as of September 30, 2020.

 

For the year beginning January 1, 2019 the company had a shareholders’ deficit balance of $7,786. With the sale of 120,000 shares of common stock for a value of $30,000, with the issue of 5,000 shares of common stock for services for a value of $1,250, the receipt of $6,000 in subscription receivables and the net loss of $61,551 for the nine months ended September 30, 2019 the ending balance is $2,655 as of September 30, 2019.

 

NOTE 11 – COMMITMENTS AND CONTINGENCIES

 

The Company entered in a long-term rental lease agreement for offices of its subsidiary branch in Vari, Greece for the period commencing from July 10, 2020 through December 31, 2021 in the amount of $5,180 per month, the first month July was adjusted for the shortened period. The lessor is the wife of the company’s president, Mr. Stavros Galanakis.

 

The lease liability included in Current and Long-term liabilities on the accompanying Balance Sheet as of September 30, 2020.

 

NOTE 12 – INCOME TAXES

 

Due to the Company’s net loss position, there was no provision for income taxes recorded. As a result of the Company’s losses to date, there exists doubt as to the ultimate realization of the deferred tax assets. Accordingly, a valuation allowance equal to the total deferred tax assets has been recorded.

 

The components of net deferred tax assets are as follows:

 

		September 30,				September 30,
		2020				2019
Net operating loss carry-forward		$	508,532			$	161,105
Less: valuation allowance			-508,532				-161,105
Net deferred tax asset		$	—			$	—

 

ELVICTOR GROUP, INC

(formerly Thenablers, Inc)

Notes to the Financial Statements 

The Company had federal net operating loss carry forwards for tax purposes of approximately $161,105 at September 30, 2019 and approximately $508,532 at September 30, 2020, which may be available to offset future taxable income. Utilization of the net operating loss carry forwards may be subject to substantial annual limitations due to the ownership change limitations provided by Section 381 of the Internal Revenue Code of 1986, as amended. The annual limitation may result in the expiration of net operating loss carry forwards before utilization.

 

NOTE 13 – SUBSEQUENT EVENT

 

In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to September 30, 2020 through November 20, 2020, the date these financial statements were issued, and has determined that the following are material subsequent events to these financial statements.

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Cautionary Note Regarding Forward-Looking Information and Factors That May Affect Future Results

 

This quarterly report on Form 10-Q contains forward-looking statements regarding our business, financial condition, results of operations and prospects. The Securities and Exchange Commission (the “SEC”) encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This quarterly report on Form 10-Q and other written and oral statements that we make from time to time contain such forward-looking statements that set out anticipated results based on management’s plans and assumptions regarding future events or performance. We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions in connection with any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance or results of current and anticipated sales efforts, expenses, the outcome of contingencies, such as legal proceedings, and financial results. Factors that could cause our actual results of operations and financial condition to differ materially are set forth in the “Risk Factors” section of our Form S-1 filed with the Commission on May 5, 2018, amended and deemed effective on April 7, 2020.

 

We caution that these factors could cause our actual results of operations and financial condition to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

 

The following discussion should be read in conjunction with our unaudited financial statements and the related notes that appear elsewhere in this quarterly report on Form 10-Q. 

 

Business Overview

 

Elvictor Group, Inc. formerly known as Thenablers, Inc. (“Elvictor Group, Inc.” or the “Company”) was incorporated in the State of Nevada on November 3, 2017. On December 13, 2019, pursuant to the approval of a majority of the voting interests, the Company filed a Certificate of Amendment with the Secretary of State for Nevada to change its name from “Thenablers, Inc.” to “Elvictor Group, Inc.”, and such name change was approved by FINRA on February 27, 2020. With the change to the Elvictor name came the addition of the brand and new team in crew management in the shipping industry, including ship management, technical management, crewing, and crew management.

 

We are currently a development stage company with minimal revenues. Accordingly, our independent registered public accountants have issued a comment regarding our ability to continue as a going concern (please refer to the footnotes to the financial statements). As of September 30, 2020, the Company is still unable to establish a consistent flow of revenues from our operations which is sufficient to sustain our operating needs, management intends to rely primarily upon debt financing to supplement cash flows, if any, generated by our services. We will seek out such financing as necessary to allow the Company to continue to grow our business operations, and to cover such cost, excluding professional fees, associated with being a reporting Company with the Securities and Exchange Commission ("SEC"); we estimate such costs to be approximately $90,000.00 for 12 months following this Offering. The Company has included such costs to become a publicly reporting company in its targeted expenses for working capital expenses and intends to seek out reasonable loans from friends, family and business acquaintances if it becomes necessary. At this point we have been funded by our founders and initial shareholders and have not received any firm commitments or indications from any family, friends or business acquaintances regarding any potential investment in the Company except those shareholders listed herein.

 

Plan of Operations

 

All statements contained in this quarterly report, other than statements of historical facts, that address future activities, events or developments, are forward-looking statements, including, but not limited to, statements containing the word "believe," "anticipate," "expect" and word of similar import. These statements are based on certain assumptions and analyses made by us in light of our experience and our assessment of historical trends, current conditions and expected future developments as well as other factors we believe are appropriate under the circumstances. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, forward-looking statements are subject to risks and uncertainties that could cause actual results to differ from those projected. The Company cautions investors that any forward-looking statements made by the Company are not guarantees of future performance, and that actual results may differ materially from those in the forward-looking statements. Such risks and uncertainties include, without limitation: established competitors who have substantially greater financial resources and operating histories, regulatory delays or denials, ability to compete as a start-up company in a highly competitive market, and access to sources of capital.

 

The following discussion and analysis should be read in conjunction with our unaudited financial statements and notes thereto included elsewhere in this Prospectus. Except for the historical information contained herein, the discussion in this Prospectus contains certain forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. The cautionary statements made in this Prospectus should be read as being applicable to all related forward-looking statements wherever they appear in this Prospectus. The Company's actual results could differ materially from those discussed here.

 

As of September 30, 2020, our auditors have issued a going concern opinion. We believe that we continue to be a going concern. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay for our expenses. This is because we have not generated sufficient revenues to maintain consistent operations. There is no assurance we will ever reach this point. Accordingly, we must raise sufficient capital from other sources. Our only other source for cash at this time is investments by others. We must raise cash to stay in business. In response to these problems, management intends to raise additional funds through public or private placement offerings. At this time, however, the Company does not have plans or intentions to raise additional funds by way of the sale of additional securities, other than pursuant to this Offering.

 

In order to meet business goals, we must a) execute our business line of crew management; and d) continue to focus on new business development in order to acquire new agreements.

    

At present, we only have enough cash on hand to maintain filing requirements with the SEC. If we do not build revenue or raise sufficient funds to proceed with the implementation of our business plan, we may have to find alternative sources of funds, like a second public offering, a private placement of securities, or loans from our officers or third parties (such as banks or other institutional lenders). Equity financing could result in additional dilution to then existing shareholders. If we are unable to meet our needs for cash from either the money that we raise from our Offering, or possible alternative sources, then we may be unable to continue to maintain, develop or expand our operations.

 

Beginning in September of 2020, the Company has shifted all efforts to our shipping crew management business. As a result, we were able to earn $37,473 for the three months ended September 30, 2020. We believe consistent growth in our shipping crew management operations is key to the success of our Company. In addition, we have begun efforts to develop our software as a service for shipping logistics (“Crew Management SaaS”). We anticipate launching our Crew Management SaaS in the first quarter of 2021.

  

Results of Operations

 

Revenues

 

For the three months ended September 30, 2020 and September 30, 2019, we generated $15,119 and $0 in revenues, respectively. For the nine months ended September 30, 2020 and September 30, 2019, we generated $15,119 in revenues and $473 in related party revenues, respectively. The increase in overall revenues is due to our launching of our shipping crew management services in September 2020.

 

Operating Expenses

 

For the three months ended September 30, 2020 and September 30, 2019, we incurred $83,333 and $18,834 in operating expenses, respectively. For the nine months ended September 30, 2020 and September 30, 2019, we incurred $319,354 and $62,024 in operating expenses, respectively. The increase in operating expenses, both for the three-month periods and the nine-month periods is due primarily to professional fees, salaries, rent, and other general and administrative costs.

  

Net Loss

 

Net cash flow used in operating activities was $(9,475) for the nine months ended September 30, 2020, compared to $(40,726) used in operating activities during the nine months ended September 30, 2019. Our net loss in cash flow was due to a net loss of $304,235, accounts receivable of $(22,079), ROU Assets – Related Party, of $(85,913), accounts payable of $28,274, trade accounts payable of $18,222, trade accounts payable – related party  of $5,183, other payables of $225,660, lease liability of $85,913, accrued payroll of $27,000, and shares issued for services of $12,500.

  

Liquidity, Capital Resources, and Off-Balance Sheet Arrangements

 

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. We had working capital deficit during the three months ended September 30, 2020 of $60,773 compared to $(16,761) for the year ended December 31, 2019.  

 

Cash flows for the nine months ended September 30, 2020.

 

Net cash flow used in operating activities was $(9,475) for the nine months ended September 30, 2020, compared to $(40,726) used in operating activities during the nine months ended September 30, 2019. Our net loss in cash flow was due to a net loss of $304,235, accounts receivable of $(22,079), ROU Assets – Related Party, of $(85,913), accounts payable of $28,272 – related party of $5,183, other payables of $249,067, lease liability of $85,913, accrued payroll of $27,000, and shares issued for services of $12,500.

 

Net cash flow used in investing activities was $0 for the nine months ended September 30, 2020, and the nine months ended September 30, 2019.

 

Net cash provided by financing activities was $234,575 for the nine months ended September 30, 2020 and consisted of $20,375 due to related party and $214,200 from sale of common stock. Net cash provided by financing activities was $30,462 for the nine months ended September 30, 2019 and consisted of $3,240 due to a related party, $30,000 from the sale of common stock, and $3,702 from subscription(s) receivable.

 

Cash Requirements

 

Our management does not believe that our current capital resources will be adequate to continue operating our company and maintaining our business strategy for much more than 12 months. At the date hereof, we have minimal cash at hand. We require additional capital to implement our business and fund our operations.

 

Since inception we have funded our operations primarily through equity financings and we expect that we will continue to fund our operations through the equity and debt financing, either alone or through strategic alliances. Additional funding may not be available on favorable terms, if at all. We intend to continue to fund our business by way of equity or debt financing until natural revenues can support the Company. If we raise additional capital through the issuance of equity or convertible debt securities, the percentage ownership of our company held by existing shareholders will be reduced and those shareholders may experience significant dilution. In addition, new securities may contain certain rights, preferences or privileges that are senior to those of our common stock. We cannot assure you that we will be able to raise the working capital as needed in the future on terms acceptable to us, if at all.

 

If we are unable to raise capital as needed, we are required to reduce the scope of our business development activities, which could harm our business plans, financial condition and operating results, or cease our operations entirely, in which case, you will lose all of your investment.

 

Off-Balance Sheet Arrangements  

 

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to our stockholders.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Disclosure controls and procedures

 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports, filed under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, a control may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 

As required by the SEC Rules 13a-15(b) and 15d-15(b), we carried out an evaluation under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level due to material weaknesses in internal controls over financial reporting. 

 

To address these material weaknesses, management engaged financial consultants, performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.

 

A material weakness is a deficiency, or a combination of deficiencies, within the meaning of Public Company Accounting Oversight Board (“PCAOB”) Audit Standard No. 5, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that as of September 30, 2020 our internal controls over financial reporting were not effective at the reasonable assurance level:

 

1.       We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act which is applicable to us for the three months ended September 30, 2020. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

 

2.       We do not have sufficient resources in our accounting function, which restricts the Company’s ability to gather, analyze and properly review information related to financial reporting in a timely manner. In addition, due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

 

3.       We do not have personnel with sufficient experience with United States generally accepted accounting principles to address complex transactions.

 

4.       We have inadequate controls to ensure that information necessary to properly record transactions is adequately communicated on a timely basis from non-financial personnel to those responsible for financial reporting. Management evaluated the impact of the lack of timely communication between non–financial personnel and financial personnel on our assessment of our reporting controls and procedures and has concluded that the control deficiency represented a material weakness.

 

5.       We have determined that oversight over our external financial reporting and internal control over our financial reporting is ineffective. The Chief Financial Officer has not provided adequate review of the Company’s SEC’s filings and financial statements and has not provided adequate supervision and review of the Company’s accounting personnel or oversight of the independent registered accounting firm’s audit of the Company’s financial statement.

 

We have taken steps to remediate some of the weaknesses described above, including by engaging a financial reporting advisor with expertise in accounting for complex transactions. We intend to continue to address these weaknesses as resources permit.

 

Changes in internal control over financial reporting

 

There were no changes in our internal control over financial reporting during the quarter ended September 30, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS  

 

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

 

ITEM 1A. RISK FACTORS  

 

Not applicable to smaller reporting companies.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

Please refer to Note 8 of the financial statements. All funds raised were used for working capital. 

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

None.

 

 

ITEM 6. EXHIBITS

 

Exhibit No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002.
32.1*		Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002.
32.2*		Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		XBRL INSTANCE DOCUMENT
101.SCH*		XBRL TAXONOMY EXTENSION SCHEMA
101.CAL*		XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.DEF*		XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
101.LAB*		XBRL TAXONOMY EXTENSION LABEL LINKBASE
101.PRE*		XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

 

* Filed herewith.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

	ELVICTOR GROUP, INC.
Dated: November 23, 2020	By:	/s/ Konstantinos Galanakis
		Konstantinos Galanakis
		Chief Executive Officer (principal executive officer)
Dated: November 23, 2020	By:	/s/ Theofylaktos Petros Oikonomou
		Theofylaktos Petros Oikonomou
		Chief Financial Officer (principal financial officer and principal accounting officer)